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COI Ceiba Energy Services, Inc.

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Share Name Share Symbol Market Type
Ceiba Energy Services, Inc. TSXV:COI TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Cancen Closes First Tranche of Its Private Placement and Enters Into A Term Sheet for Mezzanine Financing

03/08/2012 2:00pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Cancen Oil Canada Inc. ("Cancen" or the "Corporation") (TSX VENTURE:COI) is
pleased to announce that it has closed the first tranche of its previously
announced private placement financing (the "Private Placement") consisting of
12% secured subordinated convertible debentures (the "Secured Subordinated
Debentures").


Pursuant to the first closing of the Private Placement, the Corporation issued
2,960 Secured Subordinated Debentures representing an aggregate principal amount
of $2,960,000 through a syndicate of agents led by Stonecap Securities Inc. and
including Wolverton Securities Ltd. (the "Agents") together with Macquarie
Private Wealth Inc. as a special selling group member. The Agents were paid a
cash commission and advisory fees of $235,550 and were granted 197,333
compensation warrants (the "Compensation Warrants"), with each Compensation
Warrant entitling the holder to acquire one common share of the Corporation at a
price of $0.60 per Share until August 2, 2014.


The net proceeds from the Private Placement will be used to fund the
Corporation's 2012 capital expenditure program and for general working capital
purposes.


The Corporation and the Agents anticipate a second closing of the Private
Placement will take place on or about August 23, 2012.


In addition to the closing of the first tranche of the Private Placement, the
Corporation also announces it has entered into a term sheet with Tallinn Capital
Corp. ("Tallinn"), pursuant to which Tallinn has offered to loan up to
$10,200,000 to the Corporation (the "Mezzanine Financing"). The Mezzanine
Financing will bear interest at a rate of 12.75% and will have a term of two
years. Completion of the Mezzanine Financing is subject to several conditions
precedent, including completion of due diligence by Tallinn, Cancen board of
directors approval, regulatory approval, completion of formal security
documentation, Cancen completing an additional closing of the Private Placement,
as well as the usual other conditions for financings of this nature.


The Secured Subordinated Debentures have a face value of $1,000 per Secured
Subordinated Debenture, a maturity date of July 31, 2016, and be convertible
into common shares of the Corporation at the option of the holder at a
conversion price, subject to certain adjustments, of $1.00 per common share (the
"Conversion Price") being a conversion rate of 1,000 Cancen common shares for
each $1,000 principal amount of Secured Subordinated Debentures. The Secured
Subordinated Debentures accrue interest at a rate of 12.0% per annum payable
semi-annually in arrears on January 31 and July 31 in each year commencing
January 31, 2013. The January 31, 2013 interest payment will represent accrued
interest for the period from the closing date. After July 31, 2015 and prior to
the maturity date, the Corporation may, at its option, subject to providing not
more than 60 and not less than 30 days prior notice, redeem the Secured
Subordinated Debentures, in whole or in part, at par plus accrued and unpaid
interest provided that the volume weighted average trading price of the common
shares of the Corporation on the TSX Venture Exchange ("TSX Venture") during the
20 consecutive trading days ending five trading days preceding the date on which
the notice of redemption is given is not less than 125% of the Conversion Price.


Subject to specified conditions, the holders of the Secured Subordinated
Debentures may elect, subject to regulatory approval, to have the Corporation
repay the outstanding principal amount of the Secured Subordinated Debentures,
on maturity or redemption, through the issuance of common shares of the
Corporation. The Secured Subordinated Debentures are subject to a four month
hold period expiring on December 3, 2012.


About Cancen

Cancen is an energy services company that focuses on providing specialized
services to upstream oil and natural gas companies operating in the Western
Canadian Sedimentary Basin. The services provided by Cancen assist these
companies with the treatment and sale of crude oil and the handling of
by-products associated with oil and natural gas development and production. The
services provided by Cancen include crude oil emulsion treatment, oilfield waste
processing, and disposal of produced and waste water. As at the date hereof, the
Corporation's services are provided at five facilities in Alberta and one
facility in British Columbia.


Reader Advisory

This press release contains forward-looking statements and information that are
based on the beliefs of management and reflect the Corporation's current
expectations. When used in this press release, the words "estimate", "project",
"belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should"
and the negative of these words or such variations thereon or comparable
terminology are intended to identify forward-looking statements and information.
The forward-looking statements and information in this press release include
information relating to the completion of the Private Placement and the
Mezzanine Financing. Such statements and information reflect the current view of
the Corporation with respect to risks and uncertainties that may cause actual
results to differ materially from those contemplated in those forward-looking
statements and information.


By their nature, forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements, or other future events, to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements.


Forward-looking statements are made based on management's beliefs, estimates and
opinions on the date that statements are made and the Corporation undertakes no
obligation to update forward-looking statements if these beliefs, estimates and
opinions or other circumstances should change. Investors are cautioned against
attributing undue certainty to forward-looking statements.


The Corporation cautions that the foregoing list of material factors is not
exhaustive. When relying on Cancen's forward-looking statements and information
to make decisions, investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. The Corporation has also
assumed that material factors will not cause any forward-looking statements and
information to differ materially from actual results or events. However, the
list of these factors is not exhaustive and is subject to change and there can
be no assurance that such assumptions will reflect the actual outcome of such
items or factors.


Please visit Cancen's website at: www.cancenoilcanada.com.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

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